2014 BAR EXAMINATIONS

COMMERCIAL LAW

October 19, 2014 8:00 A.M.- 12:00 N.N.

INSTRUCTIONS

1. This Questionnaire contains FOURTEEN (14) pages including

these Instructions pages. Check the number of pages and the page
numbers at the upper right hand corner of each page of this
Questionnaire and make sure it has the correct number of pages and
their proper numbers.

There are TWENTY-NINE (29) Essay and Multiple Choice Questions

(MCQs) to be answered within four (4) hours.

The essay portion contains questions that are equivalent to not

less than 80% of the whole examination, while the MCQ portion
contains questions equivalent to not more than 20%.

2. Read each question very carefully and write your answers in your
Bar Examination Notebook in the same order the questions are
posed. Write your answers only on the front,not the back, page of
every sheet in your Notebook. Note well the allocated percentage
points for each number, question, or sub-question. In your answers,
use the numbering system in the questionnaire.

If the sheets provided in your Examination Notebook are not sufficient

for your answers, use the back page of every sheet of your
Examination Notebook, starting at the back page of the first sheet and
the back of the succeeding sheets thereafter.

3. Answer the Essay questions legibly, clearly, and concisely. Start

each number on a separate page. An answer to a sub-question under
the same number may be written continuously on the same page and
the immediately succeeding pages until completed.

Your answer should demonstrate your ability to analyze the facts

presented by the question, to select the material from the immaterial
facts, and to discern the points upon which the question turns. It
should show your knowledge and understanding of the pertinent
principles and theories of law involved and their qualifications and
limitations. It should demonstrate your ability to apply the law to the
given facts, and to reason logically in a lawyer-like manner to a sound
conclusion from the given premises.

A mere "Yes" or "No" answer without any corresponding explanation

or discussion will not be given any credit. Thus, always briefly but fully
explain your answers although the question does not expressly ask for
an explanation. At the same time, remember that a complete
explanation does not require that you volunteer information or discuss
legal doctrines that are not necessary or pertinent to the solution to
the problem. You do not need to re-write or repeat the question in your
Notebook.

4. MCQs are to be answered by writing in your Notebook the capital

letter A, B, C, or D corresponding to your chosen answer. There is
only one correct answer to every MCQ; choose the BEST answer from
among the offered choices.

5. Make sure you do not write your name or any extraneous

note/s or distinctive marking/s on your Notebook that can serve as an
identifying mark/s (such as names that are not in the given questions,
prayers, or private notes to the Examiner).

Writing, leaving or making any distinguishing or identifying mark in the

exam Notebook is considered cheating and can disqualify you for the
Bar examinations.

You can use the questionnaire for notes you may wish/need to write
during the examination.

YOU CAN BRING HOME THIS QUESTIONNAIRE OR HAND IT

TOGETHER WITH YOUR NOTEBOOK

J. DIOSDADO M. PERALTA
Chairman
 2014 Bar Examinations

I.

Carlo and Bianca met in the La Boracay festivities. Immediately, they

fell in love with each other and got married soon after. They have
been cohabiting blissfully as husband and wife, but they did not have
any offspring. As the years passed by, Carlo decided to take out an
insurance on Bianca’slife for P1,000,000.00 with him (Carlo) as sole
beneficiary, given that he did not have a steady source of income and
he always depended on Bianca both emotionally and financially.
During the term of the insurance, Bianca died of what appeared to bea
mysterious cause so that Carlo immediately requested for an autopsy
tobe conducted. It was established that Bianca died of a natural
cause. More than that, it was also established that Bianca was a
transgender all along – a fact unknown to Carlo. Can Carlo claim the
insurance benefit? (5%)

II.

Bong bought 300 bags of rice from Ben for P300,000.00. As payment,
Bong indorsed to Bena Bank of the Philippine Islands (BPI) check
issued by Baby in the amount of P300,000.00. Upon presentment for
payment, the BPI check was dishonored because Baby’s account
from which it was drawn has been closed. To replace the dishonored
check, Bong indorsed a crossed Development Bank of the Philippines
(DBP) check issued also by Baby for P300,000.00. Again, the check
was dishonored because of insufficient funds. Ben sued Bong and
Baby on the dishonored BPI check. Bong interposed the defense that
the BPI check was discharged by novation when Ben accepted the
crossed DBP check as replacement for the BPI check. Bong cited
Section 119 of the Negotiable Instruments Law which provides that a
negotiable instrument is discharged "by any other act which will
discharge a simple contractfor the payment of money." Is Bong
correct? (4%)

III.
Under the Financial Rehabilitation and Insolvency Act (FRIA), the filing
of a petition for voluntary rehabilitation must be approved by: (1%)

(A) a majority vote of the Board of Directors and authorized by

the vote of the stockholders representing at least a majority of
the outstanding capital stock

(B) a majority vote of the Board of Directors and authorized by

the vote of the stockholders representing at least two-thirds of
the outstanding capital stock

(C) two-thirds vote of the Board of Directors and authorized by

the vote of the stockholders representing at least a majority of
the outstanding capital stock

(D) two-thirds vote of the Board of Directors and authorized by

the vote of the stockholders representing at least two-thirds of
the outstanding capital stock

IV.

DC is a unit owner of Medici Condominium located in Pasig City. On

September 7, 2011, Medici Condominium Corp. (Medici) demanded
from DC payment for alleged unpaid association dues and
assessments amounting to P195,000.00. DC disputed the claim,
saying that he paid all dues as shown by the fact that he was
previously elected as Director and President of Medici. Medici, on the
other hand, claimed that DC’s obligation was a carry-over of his
obligations to the condominium developer, Medici Construction
Corporation. Consequently, DCwas prevented from exercising his
right to vote and be voted for during the 2011 election of Medici’s
Board of Directors. This prompted DC to file a complaint for damages
before the Special Commercial Court of Pasig City. Medici filed a
motion to dismiss on the ground that the court has no jurisdiction over
the intra-corporate dispute which the Housing and Land Use
Regulatory Board (HLURB) has exclusive jurisdiction over. Is Medici
correct? (4%)
 V.

A corporation organized under the Corporation Code commences to

have corporate existence and juridical personality and is deemed
incorporated: (1%)

(A) from the date the application for incorporation is filed with the
Securities and Exchange Commission (SEC)

(B) from the date the SEC issues a certificate of incorporation

under its official seal

(C) thirty (30) days after the date the application for incorporation
is filed with the SEC

(D) thirty (30) days after the datethe SEC issues a certificate of
incorporation under its official seal

VI.

On May 26, 2014, Jess insured with Jack Insurance (Jack) his 2014
Toyota Corolla sedan under a comprehensive motor vehicle insurance
policy for one year. On July 1, 2014, Jess’ car was unlawfully taken.
Hence, he immediately reported the theft to the Traffic Management
Command (TMC) of the Philippine National Police (PNP), which made
Jess accomplish a complaint sheet as part of its procedure. In the
complaint sheet, Jess alleged that a certain Ric Silat(Silat) took
possession of the subject vehicle to add accessories and
improvements thereon. However, Silat failed to return the subject
vehicle within the agreed 3-day period. As a result, Jess notified Jack
of his claim for reimbursement of the value of the lost vehicle under
the insurance policy. Jack refused to pay claiming that there is no theft
as Jess gave Silat lawful possession of the car. Is Jack correct? (4%)

VII.

Jinggy went to Kluwer University(KU) in Germany for his doctorate

degree (Ph.D.). He completed his degree with the highest honors in
the shortest time. When he came back, he decided to set-up his own
graduate school in his hometown in Zamboanga. After seeking free
legal advice from his high-flying lawyer-friends, he learned that the
Philippines follows the territoriality principle in trademark law, i.e.,
trademark rights are acquired through valid registration in accordance
with the law. Forth with, Jinggy named his school the Kluwer Graduate
School of Business of Mindanao and immediately secured registration
with the Bureau of Trademarks. KU did not like the unauthorized use
of its name by its top alumnus no less. KU sought your help. What
advice can you give KU? (4%)

VIII.

As a rule, an insurance contract is consensual and voluntary. The

exception is in the case of: (1%)

(A) Inland Marine Insurance

(B) Industrial Life Insurance

(C) Motor Vehicle Liability Insurance

(D) Life Insurance

IX.

On February 21, 2013, Barrack entered into a contract of insurance

with Matino Insurance Company (Matino) involving a motor vehicle.
The policy obligates Matino to pay Barrack the amount of Six Hundred
Thousand Pesos (P600,000.00) in case of loss or damage to said
vehicle during the period covered, which is from February 26, 2013 to
February 26, 2014.

On April 16, 2013, at about 9:00 a.m., Barrack instructed his driver, JJ,
to bring the motor vehicle to a near by auto shop for tune-up.
However, JJno longer returned and despite diligent efforts to locate
the said vehicle, the efforts proved futile. Resultantly, Barrack
promptly notified Matino of the said loss and demanded payment of
the insurance proceeds of P600,000.00.
In a letter dated July 5, 2013. Matino denied the claim, reasoning as
stated in the contract that "the company shall not be liable for any
malicious damage caused by the insured, any member of his family or
by a person in the insured’s service. Is Matino correct in denying the
claim? (4%)

X.

A person is said to have an insurable interest in the subject matter

insured where he has a relation or connection with, or concern in it
that he will derive pecuniary benefit or advantage from its
preservation. Which among the following subject matters is not
considered insurable? (1%)

(A) A partner in a firm on its future profits

(B) A general creditor on debtor’s property

(C) A judgment creditor on debtor’s property

(D) A mortgage creditor on debtor’s mortgaged property

XI.

PA Assurance (PA) was incorporated in 1980 toengage in the sale of

pre-need educational plans. It sold open-ended educational plans
which guaranteed the payment of tuition and other fees to planholders
irrespective of the cost at the time of availment. Italso engaged in the
sale of fixed value plans which guaranteed the payment of a pre-
determined amount to planholders. In 1982, PAwas among the
country’s top corporations. However, it subsequently suffered financial
difficulties.

On September 8, 2005, PA filed a Petition for Corporate Rehabilitation

before the Regional Trial Court (RTC) of Makati City. On October 17,
2005, ten (10) plan holders filed an Opposition and Motion to Exclude
Planholders from Stay Order on the ground that planholders are not
creditors as they (planholders) have a trust relationship with PA. Are
the planholders correct? (4%)

XII.

To constitute a quorum for the transaction of corporate business, only

a majority of the number of Board of Directors is required: (1%)

(A) as fixed by the corporate by-laws

(B) as fixed in the articles of incorporation

(C) actually serving in the board

(D) actually serving in the board but constituting a quorum

XIII.

Pursuant to its By-Laws, Soei Corporation’s Board of Directors

created an Executive Committee to manage the affairs of the
corporation in between board meetings. The Board of Directors
appointed the following members of the Executive Committee: the
President, Sarah L; the Vice President, Jane L; and, a third member
from the board, Juan Riles. On December 1, 2013, the Executive
Committee, with Sarah L and Jane L present, met and decided on the
following matters:

1. Purchase of a delivery van for use in the corporation’s retail

business;

2. Declaration and approval of the 13th month bonus;

3. Purchase of an office condominium unit at the Fort; and

4. Declaration of P10.00 per share cash dividend.

Are the actions of the Executive Committee valid? (4%)

XIV.

On September 25, 2013, Danny Marcial (Danny) procured an

insurance on his life with a face value of P5,000,000.00 from RN
Insurance Company (RN), with his wife Tina Marcial(Tina) as sole
beneficiary. On the same day, Danny issued an undated check to RN
for the full amount of the premium. On October 1, 2013, RN issued the
policy covering Danny’s life insurance. On October 5, 2013, Dannymet
a tragic accident and died. Tina claimed the insurance benefit, but RN
was quick to deny the claim because at the time of Danny’s death, the
check was not yet encashed and therefore the premium remained
unpaid.

Is RN correct? Will your answer be the same if the check is dated

October 15, 2013? (4%)

XV.

A, B, C, D, and Ewere members of the 2003-2004 Board of Directors

of FLP Corporation. At the election for the 2004-2005 Board of
Directors, not one of them was elected. They filed in court a derivative
suit on behalf of FLP Corporation against the newly-elected members
of the Board of Directors. They questioned the validity of the election
as it was allegedly marred by lack of quorum, and prayed for the
nullification of the said election. The 2004-2005 Board of
Directorsmoved to dismiss the complaint because the derivative suit is
not proper. Decide. (4%)

XVI.

In intellectual property cases, fraudulent intent is not an element of the

cause of action except in cases involving: (1%)

(A) trademark infringement

(B) copyright infringement

(C) patent infringement

(D) unfair competition

 XVII.

On December 1, 2010, Kore A Corporationshipped from South Korea

to LT Corporation in Manila some 300,000 sheets of high-grade
special steel. The shipment was insured against all risks by NA
Insurance(NA). The carrying vessel arrived at the Portof Manila on
January 10, 2011. When the shipment was discharged, it was noted
that 25,000 sheets were damaged and in bad order. The entire
shipment was turned over to the custody of ATI, the arrastre operator,
on January 21, 2011 for storage and safekeeping, pending its
withdrawal by the consignee’s authorized customs broker, RVM.

On January 26 and 29, 2011, the subject shipment was withdrawn by

RVM from the custody of ATI. On January 29, 2011, prior to the
withdrawal of the last batch of the shipment, a joint inspection of the
cargo was conducted per the Request for Bad Order Survey (RBO)
dated January 28, 2011. The examination report showed that 30,000
sheets of steel were damaged and in bad order.

NA Insurance paid LT Corporationthe amount of P30,000,000.00 for

the 30,000 sheets that were damaged, as shown in the Subrogation
Receipt dated January 13, 2013. Thereafter, NA Insurance demanded
reparation against ATI for the goods damaged in its custody, in the
amount of P5,000,00.00. ATI refused to pay claiming that the claim
was already barred by the statute of limitations. ATI alleged that the
Carriage of Goods by Sea Act (COGSA) applies in this case since the
goods were shipped from a foreign port to the Philippines. NA
Insurance claims that the COGSA does not apply, since ATIis not a
shipper or carrier. Who is correct? (5%)

XVIII.

Skechers Corporation sued Inter-Pacific for trademark infringement,

claiming that Inter-Pacificused Skechers’ registered "S" logo mark on
Inter-Pacific’s shoe products without its consent. Skechers has
registered the trademark "SKECHERS" and the trademark "S" (with
an oval design) with the Intellectual Property Office (IPO).
In its complaint, Skechers points out the following similarities: the color
scheme of the blue, white and gray utilized by Skechers. Even the
design and "wave-like" pattern of the mid-sole and outer sole of Inter
Pacific’s shoes are very similar to Skechers’ shoes, if not exact
patterns thereof. On the side of Inter-Pacific’s shoes, near the upper
part, appears the stylized "S" placed in the exact location as that of
the stylized "S" the Skechers shoes. On top of the "tongue" of both
shoes, appears the stylized "S" in practically the same location and
size.

In its defense, Inter-Pacific claims that under the Holistic Test, the
following dissimilarities are present: the mark "S" found in Strong
shoes is not enclosed in an "oval design"; the word "Strong" is
conspicuously placed at the backside and insoles; the hang tags
labels attached to the shoes bear the word "Strong" for Inter-Pacific
and "Skechers U.S.A." for Skechers; and, Strong shoes are modestly
priced compared to the costs of Skechers shoes.

Under the foregoing circumstances, which is the proper test to be

applied – Holistic or Dominancy Test? Decide. (4%)

XIX.

Guetze and his wife have three (3) children: Neymar, 25, who is now
based in Rio de Janeiro, Brazil; Muelter, 23, who has migrated to
Munich, Germany; and James, 21, who resides in Bogota, Colombia.
Neymar and Muelter have since renounced their Philippine citizenship
in favor of their country of residence. Nearing 70 years old, Guetze
decided to incorporate his business in Binondo, Manila. He asked his
wife and three (3) children to act as incorporators with one (1) share of
stock each, while he owned 999,996 shares of the 1,000,000 shares
of the capital stock. (6%)

(A) Assuming all other requirements are met, should the

Securities and Exchange Commission (SEC) accept or reject the
Articles of Incorporation? Why?

(B) Being the control freak and micro-manager that he is, Guetze
 asked you – his astute legal adviser – if he can serve as
Chairman of the Board of Directors, as President, and as
General Manager of the corporation, all at the same time. Please
advise Guetze.

(C) Assuming the corporation has beenproperly registered, may

the Articles of Incorporation now beamended to reduce the
number of directors to two (2) – Guetze and his wife– to reflect
the real owners of the shares of stock?

XX.

On May 13, 1996, PAM, Inc. obtained a P15,000,000.00 fire insurance

policy from Ilocano Insurance covering its machineries and equipment
effective for one (1) yearor until May 14, 1997. The policy expressly
stated that the insured properties were located at "Sanyo Precision
Phils. Building, Phase III, Lots 4 and 6, Block 15, PEZA, Rosario,
Cavite." Before its expiration, the policy was renewed on "as is" basis
for another year or until May 13, 1998. The subject properties were
later transferred to Pace Factory also in PEZA. On October 12, 1997,
during the effectivity of the renewed policy, a fire broke out at the Pace
Factory which totally burned the insured properties.

The policy forbade the removal of the insured properties unless

sanctioned by Ilocano. Condition 9(c) of the policy provides that "the
insurance ceases to attach as regards the property affected unless the
insured, before the occurrence of any loss or damage, obtains the
sanction of the company signified by endorsement upon the policy x x
x (c) if the property insured is removed to any building or place other
than in that which is herein stated to be insured." PAM claims that it
has substantially complied with notifying Ilocano through its sister
company, the RBC, which, in fact, referred PAM to Ilocano for the
insurance coverage. Is Ilocano liable under the policy? (4%)

XXI.

On July 3, 1993, Delia Sotero (Sotero) took out a life insurance policy
from Ilocos Bankers Life Insurance Corporation (Ilocos Life)
designating Creencia Aban(Aban), her niece, as her beneficiary.
Ilocos Life issued Policy No. 747, with a face value of P100,000.00, in
Sotero’s favor on August 30, 1993, after the requisite medical
examination and payment of the premium.

On April 10, 1996, Sotero died. Aban filed a claim for the insurance
proceeds on July 9, 1996. Ilocos Life conducted an investigation into
the claim and came out withthe following findings:

1. Soterodid not personally apply for insurance coverage, as she

was illiterate.

2. Soterowas sickly since 1990.

3. Soterodid not have the financial capability to pay the premium

on the policy.

4. Soterodid not sign the application for insurance.

5. Aban was the one who filed the insurance application and
designated herself as the beneficiary.

For the above reasons and claiming fraud, Ilocos Life denied Aban’s
claim on April 16, 1997, but refunded the premium paid on the policy.
(6%)

(A) May Sotero validly designate her niece as beneficiary?

(B) May the incontestability period set in even in cases of fraud

as alleged in this case?

(C) Is Aban entitled to claim the proceeds under the policy?

XXII.

Paul George Pua (Pua) filed a complaint for a sum of money against
the spouses Benito and Caroline James (Spouses James). In the
complaint, Pua prayed that the defendants pay Pua the amount
of P8,500,000.00, covered by a check. Pua asserts that defendants
owed him a sum of money way back in 1988 for which the Spouses
James gave him several checks. These checks, however, had all
been dishonored and Pua has not been paid the amount of the loan
plus the agreed interest. In 1996, the Spouses James approached
Pua to get the computation of their liability including the 2%
compounded interest. After bargaining to lower the amount of their
liability, the Spouses James gave Puaa postdated check bearing the
discounted amount of P8,500,000.00. Like the 1988 checks, the
drawee bank likewise dishonored this check. To prove his allegations,
Pua submitted the original copies of the 17 checks issued by Caroline
in 1988 and the check issued in 1996, Manila trust Check No. 750.
The Spouses James, on the other hand, completely denied the
existence of the debt asserting that they had never approached Pua to
borrow money in 1988 or in 1996. They assert, instead, that Pua is
simply acting at the instance of his sister, Lilian, to file a false charge
against them using a check left to fund a gambling business
previously operated by Lilian and Caroline. Decide. (5%)

XXIII.

What vote is needed to consider every decision to be a valid corporate

act? (1%)

(A) a majority of the directors present at the meeting

(B) two-thirds of the directors present at the meeting

(C) a majority of the directors present at the meeting at which

there is a quorum

(D) two-thirds of the directors present at the meeting at which

there is a quorum

XXIV.

A criminal complaint for violation of B.P. 22 was filed by Foton Motors

(Foton), an entity engaged in the business of car dealership, against
Pura Felipe (Pura) with the Office of the City Prosecutor of Quezon
City. The Office found probable cause to indict Pura and filed an
information before the Metropolitan Trial Court (MeTC) of Quezon
City, for her issuance of a postdated check in the amount
of P1,020,000.00 which was subsequently dishonored upon
presentment due to "Stop Payment."

Pura issued the check because her son, Freddie, attracted by a huge
discount of P220,000.00, purchased a Foton Blizzard 4x2 from Foton.
The term of the transaction was Cash-on-Delivery and no
downpayment was required. The car was delivered on May 14, 1997,
but Freddie failed to pay upon delivery. Despite non-payment, Freddie
took possession of the vehicle.

Pura was eventually acquitted of the charge of violating B.P. 22 but

was found civilly liable for the amount of the check plus legal interest.
Pura appealed the decision as regards the civil liability, claiming that
there was no privity of contract between Foton and Pura. No civil
liability could be adjudged against her because of her acquittal from
the criminal charge. It was Freddie who was civilly liable to Foton,
Pura claimed. Pura added that she could not be an accommodation
party either because she only came in after Freddie failed to pay the
purchase price, or six (6) months after the execution of the contract
between Foton and Freddie. Her liability was limited to her act of
issuing a worthless check, but by her acquittal in the criminal charge,
there was no more basis for her to be held civilly liable to Foton.
Pura’s act of issuing the subject check did not, by itself, assume the
obligation of Freddie to Foton or automatically make her a party to the
contract. Is Pura liable? (5%)

XXV.

In an action for collection of a sum of money, the Regional Trial Court

(RTC) of Makati City issued a decision finding D-Securities, Inc. liable
to Rehouse Corporation for P10,000,000.00. Subsequently, the writ of
execution was issued but returned unsatisfied because D-Securities
had no more assets to satisfy the judgment. Rehouse moved for an
Alias Writ of Execution against Fairfield Bank (FB), the parent
company of D-Securities. FB opposed the motion on the grounds that
it is a separate entity and that it was never made a party to the case.
The RTC granted the motion and issued the Alias Writ of Execution. In
its Resolution, the RTC relied on the following facts: 499,995 out of
the 500,000 outstanding shares of stocks of D-Securities are owned
by FB; FB had actual knowledge of the subject matter of litigation as
the lawyers who represented D-Securities are also the lawyers of FB.
As an alter ego, there is no need for a finding of fraud or illegality
before the doctrine of piercing the veil of corporate fiction can be
applied. The RTC ratiocinated that being one and the same entity in
the eyes of the law, the service of summons upon D-Securities has
bestowed jurisdiction over both the parent and wholly-owned
subsidiary. Is the RTC correct? (4%)

XXVI.

DMP Corporation (DMP) obtained a loan of P20 million from National

Bank (NB) secured by a real estate mortgage over a 63,380-square-
meter land situated in Cabanatuan City. Due to the Asian Economic
Crisis, DMP experienced liquidity problems disenabling it from paying
its loan on time. For that reason, NB sought the extra judicial
foreclosure of the said mortgage by filing a petition for sale on June
30, 2003. On September 4, 2003, the mortgaged property was sold at
public auction, which was eventually awarded to NBas the highest
bidder. That same day, the Sheriff executed a Certificate of Sale in
favor of NB.

On October 21, 2003, DMP filed a Petition for Rehabilitation before

the Regional Trial Court (RTC). Pursuant to this, a Stay Order was
issued by the RTC on October 27, 2003.

On the other hand, NB caused the recording of the Sheriff’s Certificate

of Sale on December 3, 2003 with the Register of Deeds of
Cabanatuan City. NB executed an Affidavit of Consolidation of
Ownership and had the same annotated on the title of DMP.
Consequently, the Register of Deeds cancelled DMP’s title and issued
a new title in the name of NB on December 10, 2003.

NB also filed on March 17, 2004 an Ex-Parte Petition for Issuance of

Writ of Possession before the RTC of Cabanatuan City. After hearing,
the RTC issued on September 6, 2004 an Order directing the
Issuance of the Writ of Possession, which was issued on October 4,
2004.

DMP claims that all subsequent actions pertaining to the Cabanatuan

property should have been held in abeyance after the Stay Order was
issued by the rehabilitation court. Is DMP correct? (4%)

XXVII.

ELP Insurance, Inc. issued Marine Policy No. 888 in favor of FCL
Corp. to insure the shipment of 132 bundles of electric copper
cathodes against all risks. Subsequently, the cargoes were shipped on
board the vessel "M/V Menchu" from Leyte to Pier 10, North Harbor,
Manila.

Upon arrival, FCL Corp. engaged the services of CGM, Inc. for the
release and withdrawal of the cargoes from the pier and the
subsequent delivery to its warehouses/plants in Valenzuela City. The
goods were loaded on board twelve (12) trucks owned by CGM, Inc.,
driven by its employed drivers and accompanied by its employed truck
helpers. Of the twelve (12) trucks en routeto Valenzuela City, only
eleven (11) reached the destination. One (1) truck, loaded with eleven
(11) bundles of copper cathodes, failed to deliver its cargo.

Because of this incident, FCL Corp. filed with ELP Insurance, Inc. a
claim for insurance indemnity in the amount of P1,500,000.00. After
the requisite investigation and adjustment, ELP Insurance, Inc. paid
FCL Corp. the amount of P1,350,000.00 as insurance indemnity.

ELP Insurance, Inc., thereafter, filed a complaint for damages against

CGM, Inc. before the Regional Trial Court (RTC), seeking
reimbursement of the amount it had paid to FCL Corp. for the loss of
the subject cargo. CGM, Inc. denied the claim on the basis that it is
not privy to the contract entered into by and between FCL Corp. and
ELP Insurance, Inc., and hence, it is not liable therefor. If you are the
judge, how will you decide the case? (4%)

XXVIII.

Which of the following instruments is negotiable if all the other

requirements of negotiability are met? (1%)

(A) A promissory note with promise to pay out of the U.S. Dollar
account of the maker in XYZ Bank

(B) A promissory note which designates the U.S. Dollar currency

in which payment is to be made

(C) A promissory note which contains in addition a promise to

paint the portrait of the bearer

(D) A promissory note made payable to the order of Jose Cruz or

Josefa Cruz

XXIX.

KKis from Bangkok, Thailand. She studies medicine in the Pontifical

University of Santo Tomas (UST). She learned that the same foreign
books prescribed in UST are 40-50% cheaper in Bangkok. So she
ordered 50 copies of each book for herself and her classmates and
sold the books at 20% less than the price in the Philippines. XX, the
exclusive licensed publisher of the books in the Philippines, sued KK
for copyright infringement. Decide. (4%)

---oo0ooo---
 2015 BAR EXAMINATIONS
MERCANTILE LAW

November 22, 2015 8:00 A.M. - 12:00 NN.

INSTRUCTIONS

1. This Questionnaire contains eight (8) pages including these

Instructions pages. Check the number of pages and the page
numbers at the upper right hand corner of each page of this
Questionnaire and make sure it has the correct number of pages and
their proper numbers.

There are 16 items (I to XVI) to be answered within/our (4) hours.

2. Read each question very carefully and write your answers in your
Bar Examination Notebook in the same order the questions are
posed. Write your answers only on the front, not the back, page of
every sheet in your Notebook. Note well the allocated percentage
points for each number, question, or sub-question. In your answers,
use the numbering system in the questionnaire.

If the sheets provided in your Examination Notebook are not sufficient

for your answers, use the back page of every sheet of your
Examination Notebook, starting at the back page of the first sheet and
the back of the succeeding sheets thereafter.

3. Answer the Essay questions legibly, clearly, and concisely. Start

each number on a separate page. An answer to a sub-question under
the same number may be written continuously on the same page and
the immediately succeeding pages until completed.

Your answer should demonstrate your ability to analyze the facts

presented by the question, to select the material from the immaterial
facts, and to discern the points upon which the question turns. It
should show your knowledge and understanding of the pertinent
principles and theories of law involved and their qualifications and
limitations. It should demonstrate your ability to apply the law to the
given facts, to reason logically in a lawyer-like manner, and to form a
sound conclusion from the given premises.

A mere "Yes" or "No" answer without any corresponding explanation

or discussion will not be given any credit. Thus, always briefly but fully
explain your answers although the question does not expressly ask for
an explanation. At the same time, remember that a complete
explanation does not require that you volunteer information or discuss
legal doctrines that are not necessary or pertinent to the solution to
the problem. You do not need to re-write or repeat the question in your
Notebook.

4. Make sure you do not write your name or any extraneous

note/s or distinctive marking/s on your Notebook that can serve as an
identifying mark/s (such as names that are not in the given questions,
prayers, or private notes to the Examiner).

Writing, leaving or making any distinguishing or identifying mark in the

exam Notebook is considered cheating and can disqualify you for the
Bar examinations.

You can use the questionnaire for notes you may wish/need to write
during the examination.

YOU CAN BRING HOME THIS QUESTIONNAIRE OR SUBMIT IT

TOGETHER WITH YOUR NOTEBOOK

JUSTICE TERESITA J. LEONARDO-DE CASTRO

Chairperson
2015 Bar Examinations

I.

A. Nadine has a checking account with Fair & Square Bank. One
day, she lost her checkbook and the finder was able to forge her
signature and encash the forged check. Will Nadine be able to
recover the amount debited from her checking account from Fair
& Square Bank? Justify your answer. (3%)
B. Is a manager's check as good as cash? Why or why not?
(2%)

C. When can you treat a bill of exchange as a promissory note?

(3%)

II.

A. Novette entered into a contract for the purchase of certain

office supplies. The goods were shipped. While in transit, the
goods were insured by Novette. Does she have an insurable
interest over the goods even before delivery of the same to her?
Explain. (2%)

B. Will an insurance policy be binding even if the premium is

unpaid? What if it were partially paid? (3%)

III.

A. Discuss the three-fold character of a bill of lading. (3%)

B. What is a "Jason clause" in a charter party? (2%)

C. Are common carriers liable for injuries to passengers even if

they have observed ordinary diligence and care? Explain. (2%)

IV.

A. Maine Den, Inc. opened an irrevocable letter of credit with Fair

Bank, in connection with Maine Den, Inc.' s importation of spare
parts for its textile mills. The imported parts were released to
Maine Den, Inc. after it executed a trust receipt in favor of Fair
Bank. When Maine Den, Inc. was unable to pay its obligation
under the trust receipt, Fair Bank sued Maine Den, Inc. for estafa
under the Trust Receipts Law. The court, however, dismissed
the suit. Was the dismissal justified? Why or why not? (3%)

B. Does the rule "res perit domino" apply in trust receipt

transactions? Explain. (2%)

V.

A. A standby letter of credit was issued by ABC Bank to secure

the obligation of X Company to Y Company. Under the standby
letter of credit, if there is failure on the part of X Company to
perform its obligation, then Y Company will submit to ABC Bank
a certificate of default (in the form prescribed under the standby
letter of credit) and ABC Bank will have to pay Y Company the
defaulted amount. Subsequently, Y Company submitted to ABC
Bank a certificate of default notwithstanding the fact that X
Company was not in default. Can ABC Bank refuse to honor the
certificate of default? Explain. (3%)

B. Is the Uniform Customs and Practice for Documentary Credits

of the International Chamber of Commerce applicable to
commercial letters of credit issued by a domestic bank even if
not expressly mentioned in such letters of credit? What is the
basis for your answer? (3%)

VI.

A. DEF Corporation has retained surplus profits in excess of

100% of its paid-in capital stock. However, it is unable to declare
dividends, because it had entered into a loan agreement with a
certain creditor wherein the declaration of dividends is not
allowed without the consent of such creditor. If DEF Corporation
cannot obtain this consent, will it be justified in not declaring
dividends to its stockholders? Explain. (3%)

B. What is "watered stock" and what is the legal consequence of

the issuance of such stock? (3%)

VII.

A. A foreign company has been exporting goods to a Philippine

company for several years now. When the Philippine company
 failed to pay the latest exportation, the foreign company sued to
collect in the Philippines. The Philippine company interposed the
defense that the foreign company was doing business in the
Philippines without a license; hence, could not sue before a
Philippine court. Is this defense tenable? Explain your answer.
(3%)

B. Define:

1. Doctrine of apparent authority (2%)

2. Trust fund doctrine (2%)

VIII.

Barn filed an action to enjoin SN Company's Board of Directors from

selling a parcel of land registered in the corporation's name, to compel
the corporation to recognize Barn as a stockholder with 50 shares, to
allow him to inspect the corporate books, and to claim damages
against the corporation and its officers. Subsequently, the corporation
and the individual defendants moved to dismiss the complaint since
the corporation's certificate of registration was revoked by the SEC
during the pendency of Barn's case on the ground of non-compliance
with reportorial requirements. The special commercial court granted
the motion and reasoned that only an action for liquidation of assets
can be maintained when a corporation has been dissolved and Barn
cannot seek reliefs which in effect lead to the continuation of the
corporation's business. The court also ruled that it lost jurisdiction over
the intra-corporate controversy upon the dissolution of the corporation.

a.) Was the court correct? (3%)

b.) Four years later, SN Company files an action against Barn to

recover corporate assets allegedly held by the latter for
liquidation. Will this action prosper? (3%)

IX.

A. Able Corporation sold securities to 21 non-qualified buyers

 during a 15-month period, without registering the securities with
the Securities and Exchange Commission. Did Able Corporation
violate the Securities Regulation Code? Explain. (2%)

B. Securities issued by the Philippine government are "exempt

securities" and, therefore, need not be registered with the
Securities and Exchange Commission prior to their sale or
offering to the public in the Philippines. What is the rationale
behind this exemption? (2%)

C. Why is the Securities Regulation Code called a "truth in

securities law"? (2%)

X.

Mr. and Mrs. Reyes invested their hard-earned savings in securities

issued by LEAD Bank. After discovering that the securities sold to
them were not registered with the SEC in violation of the Securities
Regulation Code, the spouses Reyes filed a complaint for nullity of
contract and for recovery of a sum of money with the RTC. LEAD
Bank moved to dismiss the case on the ground that it is the SEC that
has primary jurisdiction over actions involving violations of the
Securities Regulation Code. If you were the judge, how would you rule
on the motion to dismiss? (3%)

XI.

A. Why is the Bangko Sentral ng Pilipinas considered a lender of

last resort? (2%)

B. Distinguish a conservator from a receiver of a bank. (2%)

C. What is insider trading? (2%)

XII.

A. Raymond invested his money in securities issued by the

Philippine government, through his bank. Subsequently, the
Bureau of Internal Revenue asked his bank to disclose his
 investments. His bank refused the request for disclosure on the
ground that the investments are confidential under the Secrecy
of Bank Deposits Law (Republic Act No. 1405, as amended). Is
the bank's refusal justified? Defend your answer. (2%)

B. First Bank received an order of garnishment over a client's

peso and dollar deposits in First Bank. Should First Bank comply
with that order? Explain. (3%)

XIII.

A. A commercial bank wants to acquire shares in a cement

manufacturing company. Do you think it can do that? Why or
why not? (2%)

B. A court found the interest charged by a bank as excessive

and unconscionable and struck down the contractual stipulation
on interest. If you were the judge, what would you impose as the
applicable interest rate? State your legal basis. (2%)

C. What is the single borrower's limit? (2%)

XIV.

A. Differentiate trademark, copyright and patent from each other.

(6%)

B. What is the doctrine of equivalents? (2%)

C. In what ways would a case for infringement of trademark be

different from a case for unfair competition? (3%)

XV.

CHEN, Inc., a Taiwanese company, is a manufacturer of tires with the

mark Light Year. From 2009 to 2014, Clark Enterprises, a Philippine
registered corporation, imported tires from CHEN, Inc. under several
sales contracts and sold them here in the Philippines. In 2015, CHEN,
Inc. filed a trademark application with the Intellectual Property Office
(IPO) for the mark Light Year to be used for tires. The IPO issued
CHEN, Inc. a certificate of registration (COR) for said mark. Clark
Enterprises sought the cancellation of the COR and claimed it had a
better right to register the mark Light Year. CHEN, Inc. asserted that it
was the owner of the mark and Clark Enterprises was a mere
distributor. Clark Enterprises argued that there was no evidence on
record that the tires it imported from CHEN, Inc. bore the mark Light
Year and Clark Enterprises was able to prove that it was the first to
use the mark here in the Philippines. Decide the case. (4%)

XVI.

A. On the anti-money laundering laws:

1. What is the distinction between a "covered transaction

report" and a "suspicious transaction report"? (2%)

2. Does the Anti-Money Laundering Council have the

authority to freeze deposits? Explain. (2%)

B. On foreign investments:

1. A foreign company has a distributor in the Philippines.

The latter acts in his own name and account. Will this
distributorship be considered as doing business by the
foreign company in the Philippines? (3%)

2. ABC Corporation was organized in Malaysia but has a

branch in the Philippines. It is entirely owned by Filipino
citizens. Can you consider ABC Corporation a Philippine
national? (2%)

---ooo0ooo---
 2016 BAR EXAMINATIONS
MERCANTILE LAW

November 20, 2016 8:00 A.M. - 12:00 P.M.

INSTRUCTIONS

1. This Questionnaire contains nine (9) pages. Check the number of

pages and make sure it has the correct number of pages and their
proper numbers.

All the items have to be answered within.four (4) hours. Since there
are twenty (20) questions, you have 12 minutes to answer each
question, and 6 minutes to answer each sub-question. You may write
on the Questionnaire for notes relating to the questions.

Read each question very carefully and write your answers in your Bar
Examination Notebook in the same order the questions are
posed. Write your answers only on the front of every sheet in your
Notebook. If not sufficient, then start with the back page of the first
sheet and thereafter. Note well the allocated percentage points for
each number, question, or sub-question. In your answers, use the
numbering system in the questionnaire.

2. Answer the Essay questions legibly, clearly, and concisely. Start

each number on a separate page. An answer to a sub-question under
the same number may be written continuously on the same page and
the immediately succeeding pages until completed.

Your answer should demonstrate your ability to analyze the facts,

apply the pertinent laws and jurisprudence, and arrive at a sound or
logical conclusion. Always support your answer with the pertinent
laws, rules, jurisprudence, and the facts.

A mere "Yes" or "No" answer without any corresponding explanation

or discussion will not be given full credit. Thus, always briefly but fully
explain your answers although the question does not expressly ask for
an explanation. Do not re-write or repeat the question in your
Notebook.

3. Make sure you do not write your name or any extraneous

note/s or distinctive markingls on your Notebook that can serve as an
identifying mark/s (such as names that are not in the given questions,
prayers, or private notes to the Examiner). Writing, leaving, or making
any distinguishing or identifying mark in the exam Notebook is
considered cheating and can disqualify you.

YOU CAN BRING HOME THE QUESTIONNAIRE.

JUSTICE PRESBITERO J. VELASCO, JR.

Chairman
2016 Bar Examinations

What does "doing business in the Philippines" under the Foreign

Investments Act of 1991 mean? (5%)

II

Jason is the proud owner of a newly-built house worth PS million. As a

protection against any possible loss or damage to his house, Jason
applied for a fire insurance policy thereon with Shure Insurance
Corporation (Shure) on October 11, 2016 and paid the premium in
cash. It took the company a week to approve Jason's application. On
October 18, 2016, Shure mailed the approved policy to Jason which
the latter received five (5) days later. However, Jason's house had
been razed by fire which transpired a day before his receipt of the
approved policy. Jason filed a written claim with Shure under the
insurance policy. Shure prays for the denial of the claim on the ground
that the theory of cognition applies to contracts of insurance.

Decide Jason's claim with reasons. (5%)

III

ABC Appliances Corporation (ABC) is a domestic corporation

engaged in the production and sale of televisions and other
appliances. YYY Engineers, a Taiwanese company, is the
manufacturer of televisions and other appliances from whom ABC
actually purchases appliances. From 2000, when ABC started doing
business with YYY, it has been using the mark "TTubes" in the
Philippines for the television units that were bought from YYY. In
2015, YYY filed a trademark application for "TTubes." Later, ABC also
filed its application. Both claim the right over the trademark "TTubes"
for television products. YYY relies on the principle of "first to file" while
ABC involves the "doctrine of prior use."

[a] Does the fact that YYY filed its application ahead of ABC
mean that YYY has the prior right over the trademark? Explain
briefly. (2.5%)

[b] Does the prior registration also mean a conclusive

assumption that YYY Engineers is in fact the owner of the
trademark "TTubes?" Briefly explain your answer. (2.5%)

IV

X's "MINI-ME" burgers are bestsellers in the country. Its "MINI-ME"

logo, which bears the color blue, is a registered mark and has been so
since the year 2010. Y, a competitor ofX, has her own burger which
she named "ME-TOO" and her logo thereon is printed in bluish-green.
When X sued Y for trademark infringement, the trial court ruled in
favor of the plaintiff by applying the Holistic Test. The court held that Y
infringed on X's mark since the dissimilarities between the two marks
are too trifling and frivolous such that Y's "ME-TOO," when compared
to X's "MINI-ME," will likely cause confusion among consumers.

Is the application of the Holistic Test correct? (5%)

MS Brewery Corporation (MS) is a manufacturer and distributor of the

popular beer "MS Lite." It faces stiff competition from BA Brewery
Corporation (BA) whose sales of its own beer product, "BA Lighter,"
has soared to new heights. Meanwhile, sales of the "MS Lite"
decreased considerably. The distribution and marketing personnel of
MS later discovered that BA has stored thousands of empty bottles of
"MS Lite" manufactured by MS in one of its warehouses. MS filed a
suit for unfair competition against BA before the Regional Trial Court
(RTC). Finding a connection between the dwindling sales of MS and
the increased sales of BA, the RTC ruled that BA resorted to acts of
unfair competition to the detriment of MS. Is the RTC correct? Explain.
(5%)

VI

Nautica Shipping Lines (Nautica) bought a second hand passenger

ship from Japan. It modified the design of the bulkhead of the deck of
the ship to accommodate more passengers. The ship sunk with its
passengers in Tablas Strait due to heavy rains brought by the
monsoon. The heirs of the passengers sued Nautica for its liability as
a common carrier based on the reconfiguration of the bulkhead which
may have compromised the stability of the ship. Nautica raised the
defense that the monsoon is a fortuitous event and, at most, its liability
is prescribed by the Limited Liability Rule. Decide with reasons. (5%)

VII

A railroad track of the Philippine National Railway (PNR) is located

near a busy intersection of Puyat Avenue and Osmefia Highway. One
afternoon, the intersection was heavily congested, as usual. Juan, the
driver of a public utility jeepney (PUJ), drove onto the railroad tracks
but could go no farther because of the heavy traffic at the intersection.
After the jeepney stopped right on the railroad track, it was hit and
overturned by a PNR train, resulting in the death of Kim, a passenger
of the PUJ, and injuries to Juan and his other passengers. Juan, the
injured passengers and Kim's family sued the PNR for damages for its
negligence. It was established that the steel pole barrier before the
track was broken, and that the PNR had the last clear chance of
avoiding the accident. On the other hand, the PNR raised the defense
that the track is for the exclusive use of the train and that motorists are
aware that it is negligence per se to stop their vehicles on the tracks.
Decide the case and explain. (5%)

VIII

In 2015, Total Bank (Total) proposed to sell to Royal Bank (Royal) its
banking business for P 10 billion consisting of specified assets and
liabilities. The parties reached an eventual agreement, which they
termed as "Purchase and Assumption (P & A) Agreement," in which
Royal would acquire Total's specified assets and liabilities, excluding
contingent claims, with the further stipulation that it should be
approved by the Bangko Sentral ng Pilipinas (BSP). BSP imposed the
condition that Total should place in escrow Pl billion to cover for
contingent claims against it. Total complied. After securing the
approval of the BSP, the two banks signed the agreement. BSP
thereafter issued a circular advising all bank and non-bank
intermediaries that effective January 1, 2016, "the banking activities of
Total Bank and Royal Bank have been consolidated and the latter has
carried out their operations since then."

[a] Was there a merger and consolidation of the two banks in

point of the Corporation Code? Explain. (2.5%)

[b] What is meant by a de facto merger? Discuss. (2.5%)

IX

X insured his life for P20 million. X, plays golf and regularly exercises
everyday, hence is considered in good health. He did not know,
however, that his frequent headache is really caused by his being
hypertensive. In his application form for a life insurance for himself, he
did not put a check to the question if he is suffering from hypertension,
believing that because of his active lifestyle, being hypertensive is a
remote possibility. While playing golf one day, X collapsed at the
fairway and was declared dead on arrival at the hospital. His death
certificate stated that X suffered a massive heart attack.

[a] Will the beneficiary of X be entitled to the proceeds of the life

insurance under the circumstances, despite the non-disclosure
 that he is hypertensive at the time of application? (2.5%)

[b] IfX died in an accident instead of a heart attack, would the

fact of X's failure to disclose that he is hypertensive be
considered as material information? (2.5%)

After securing a Pl million loan from B, A drew in B's favor a bill of

exchange with C as drawee. The bill reads: "October 1, 2016. Pay to
the order of B the sum of P1 million. To: C (drawee). Signed, A." A
then delivered the bill to B who, however, lost it. It turned out that it
was stolen by D, B's brother. D lost no time in forging B's signature
and negotiated it to E who acquired it for value and in good faith.

May E recover on the bill from C, the drawee? Explain. (5%)

XI

Royal Links Golf Club obtained a loan from a bank which is secured
by a mortgage on a titled lot where holes 1, 2, 3 and 4 are located.
The bank informed the Board of Directors (Board) that if the
arrearages are not paid within thirty (30) days, it will extra-judicially
foreclose the mortgage. The Board decided to offer to the members
200 proprietary membership shares, which are treasury shares, at the
price of P175,000.00 per share even when the current market value is
P200,000.00.

In behalf and for the benefit of the corporation, Peter, a stockholder,

filed a derivative suit against the members of the Board for breach of
trust for selling the shares at P25,000.00, lower than its market value,
and asked for the nullification of the sales and the removal of the
board members. Peter claims the Club incurred a loss of PS million.
The Board presented the defense that in its honest belief any delay in
the payment of the arrearages will be prejudicial to the Club as the
mortgage on its assets will be foreclosed and the sale at a lower price
is the best solution to the problem. Decide the suit and explain. (5%)
 XII

X owns 10,000 shares in Z Telecoms Corp. As he is in immediate

need of money, he offered to sell all his shares to his friend, Y, at a
bargain price. Upon receipt of the purchase price from Y, X proceeded
to indorse in blank the certificates of shares and delivered these to Y.
The latter then went to the corporate secretary of Z Telecoms Corp.
and requested the transfer of the shares in his name. The corporate
secretary refused since X merely indorsed the certificates in blank to
Y. According to the corporate secretary, the certificates should have
been specifically indorsed to the purchaser, Y. Was the corporate
secretary justified in declining Y's request? Discuss. (5%)

XIII

C Corp. is the direct holder of 10% of the shareholdings in U Corp., a

nonlisted (not public) firm, which in turn owns 62% of the
shareholdings in H Corp., a publicly listed company. The other
principal stockholder in H Corp. is C Corp. which owns 18% of its
shares. Meanwhile, the majority stocks in U Corp. are owned by B
Corp. and V Corp. at 22% and 30%, respectively. B Corp. and V Corp.
later sold their respective shares in U Corp. to C Corp., thereby
resulting in the increase of C Corp.'s interest in U Corp., whether
direct or indirect, to more than 50%.

[a] Explain the Tender Offer Rule under the Securities

Regulation Code. (2.5%)

[b] Does the Tender Offer Rule apply in this case where there
has been an indirect acquisition of the shareholdings in H Corp.
by C Corp.? Discuss. (2.5%)

XIV

X, a government official, has a number of bank accounts in T Bank

containing millions of pesos. He also opened several trust accounts in
the same bank which specifically covered the placement and/or
investment of funds. X was later charged with graft and corruption
before the Sandiganbayan (SB) by the Ombudsman. The Special
Prosecutor filed a motion praying for a court order authorizing it to look
into the savings and trust accounts of X in T Bank. X opposed the
motion arguing that the trust accounts are not "deposits" under the
Law on Secrecy of Bank Deposits (Rep. Act No. 1405). Is the
contention of X correct? Explain. (5%)

XV

ABC Corp. is engaged in the pawnshop business involving

cellphones, laptops and other gadgets of value. In order to expand its
business and attract investors, it offered to any person who invests at
least Pl 00,000.00 a "Promissory Note" where it obligated itself to pay
the holder a 50% return on investment within one month. Due to the
attractive offer, many individuals invested in the company but not one
of them was able to realize any profit after one month.

Has ABC Corp. violated any law with its scheme? Explain. (5%)

XVI

Henry is a board director in XYZ Corporation. For being the "fiscalizer"

in the Board, the majority of the board directors want him removed
and his shares sold at auction, so he can no longer participate even in
the stockholders' meetings. Henry approaches you for advice on
whether he can be removed as board director and stockholder even
without cause. What is your advice? Explain "amotion" and the
procedure in removing a director. (5%)

XVII

PJ Corporation (PJ) obtained a loan from ABC Bank (ABC) in the

amount of P10 million for the purchase of 100 pieces of ecodoors.
Thereafter, a Letter of Credit was obtained by PJ against such loan.
The beneficiary of the Letter of Credit is Scrap Metal Corp. (Scrap
Metal) in Beijing, China. Upon arrival of 100 pieces of ecodoors, PJ
executed a Trust Receipt in favor of ABC to cover for the value of the
ecodoors for its release to PJ. The terms of the Trust Receipt is that
any proceeds from the sale of the ecodoors will be delivered to ABC
as payment. After the ecodoors were sold, PJ, instead of paying ABC,
used the proceeds of the sale to order from Scrap Metal another 100
pieces of ecodoors but using another bank to issue a new Letter of
Credit fully covered by such proceeds.

PJ refused to pay the proceeds of the sale of the first set of ecodoors
to ABC, claiming that the ecodoors that were delivered were defective.
It then instructed ABC not to negotiate the Letter of Credit that was
issued in favor of Scrap Metal.

[a] Explain what is a "Letter of Credit" as a financial device and a

"Trust Receipt" as a security to the Letter of Credit. (2.5%)

[b] As counsel of ABC, you are asked for advice on whether or

not to grant the instruction of PJ. What will be your advice?
(2.5%)

XVIII

B Bank, a large universal bank, regularly extends revolving credit lines

to business establishments under what it terms as socially responsible
banking and private business partnership relations. All loans that are
extended to clients have a common "Escalation Clause," to wit: "B
Bank hereby reserves its right to make successive increases in
interest rates in accordance with the bank's adopted policies as
approved by the Monetary Board; Provided that each successive
increase shall be with the written assent of the depositor."

[a] X, a regular client of the bank, contends that the "Escalation

Clause" is unfair, unconscionable and contrary to law, morals,
public policy and customs. Rule on the issue and explain. (2.5%)

[b] Suppose that the "Escalation Clause" instead reads: "B Bank
hereby reserves the right to make reasonable increases in
interest rates in accordance with bank policies as approved by
the Monetary Board; Provided, there shall be corresponding
reasonable decreases in interest rates as approved by the
 Monetary Board." Would this be valid? Explain. (2.5%)

XIX

In 2015, R Corp., a domestic company that is wholly owned by

Filipinos, filed its opposition to the applications for Mineral Production
Sharing Agreements (MPSA) of O Corp., P Corp., and Q Corp. which
were pending before the Panel of Arbitrators (POA) of the Department
of Environment and Natural Resources (DENR). The three
corporations wanted to undertake exploration and mining activities in
the province of Isabela. The oppositor alleged that at least 60% of the
capital shareholdings of the applicants are owned by B Corp., a 100%
Chinese corporation, in violation of Sec. 2, Art. XII of the Constitution.
The applicants countered that they are qualified corporations as
defined under the Philippine Mining Act of 1995 and the Foreign
Investments Act of 1991 since B Corp. holds only 40% of the capital
stocks in each of them and not 60% as alleged by R Corp.

The Summary of Significant Accounting Policies statement of B Corp.

reveals that the joint venture agreements of B Corp. with Sigma Corp.
and Delta Corp. involve the 0 Corp., P Corp., and Q Corp. The
ownership of the layered corporations and joint venture agreements
show that B Corp. practically exercises control over the 0, P and Q
corporations. 0, P and Q corporations contend that the control test
should be applied and its MPSA applications granted. On the other
hand, R Corp. argues that the "grandfather rule" should be applied.
Decide with reasons. (5%)

XX

Company X issued a Bank A Check No. 12345 in the amount of

P500,000.00 payable to the Bureau of Internal Revenue (BIR) for the
company's taxes for the third quarter of 1997. The check was
deposited with Bank B, the collecting bank with which the BIR has an
account. The check was subsequently cleared and the amount of
P500,000.00 was deducted from the company's balance. Thereafter,
Company X was notified by the BIR of its non-payment of its unpaid
taxes despite the P500,000.00 debit from its account. This prompted
the company to seek assistance from the proper authorities to
investigate on the matter.

The results of the investigation disclosed that unknown then to

Company X, its chief accountant Bonifacio Santos is part of a
syndicate that devised a scheme to syphon its funds. It was
discovered that though deposited, the check was never paid to the
BIR but was passed on by Santos to Winston Reyes, Bank B's branch
manager and Santos' co-conspirator. Instead of bringing the check to
the clearing house, Reyes replaced Check No. 12345 with a worthless
check bearing the same amount, and tampered documents to cover
his tracks. No amount was then credited to the BIR. Meanwhile,
Check No. 12345 was subsequently cleared and the amount therein
credited into the accounts of fictitious persons, to be later withdrawn
by Santos and Reyes.

Company X then sued Bank B for the amount of P500,000.00

representing the amount deducted from its account. Bank B
interposed the defense that Company X was guilty of contributory
negligence since its confidential employee Santos was an integral part
of the scheme to divert the proceeds of Check No. 12345. Is Company
X entitled to reimbursement from Bank B, the collecting bank?
Explain. (5%)

-END-